EXHIBIT C FORM OF COMPLIANCE CERTIFICATE
EXHIBIT
C
FORM
OF COMPLIANCE CERTIFICATE
· As required by Section 6.1(c) of the
364 Day Credit Agreement, dated as of March 26, 2008 (as amended, restated,
extended, supplemented or otherwise modified in writing from time to time, the
“Agreement;”
the terms defined therein being used herein as therein defined), among Toyota
Motor Finance (Netherlands) B.V., a corporation organized under the laws of the
Netherlands, Toyota Motor Credit Corporation, a California corporation, Toyota
Financial Services (UK) PLC, a corporation organized under the laws of England,
Toyota Kreditbank GmbH, a corporation organized under the laws of Germany,
Toyota Credit de Puerto Rico Corp., a corporation organized under the laws of
Puerto Rico, Toyota Credit Canada Inc., a corporation organized under the laws
of Canada, Toyota Leasing GmbH, a corporation organized under the laws of
Germany, the Lenders from time to time party thereto, Bank of America, N.A., as
Administrative Agent, Swing Line Agent and Swing Line Lender, Banc of America
Securities LLC and Citigroup Global Markets, Inc., as Joint Lead Arrangers and
Joint Book Managers, Citibank, N.A., as Syndication Agent and Swing Line Lender,
and The Bank of Tokyo-Mitsubishi UFJ, Ltd. and JPMorgan Chase Bank, N.A., as
Documentation Agents (the “Agreement”), I, __________________, do hereby certify
that I am the chief financial officer of [Toyota Motor Finance (Netherlands)
B.V.] [Toyota Motor Credit Corporation] [Toyota Financial Services (UK) PLC]
[Toyota Kreditbank GmbH] [Toyota Credit de Puerto Rico Corp.] [Toyota Credit
Canada Inc.] [Toyota Leasing GmbH] (the “Company”), and further certify on
behalf of the Company that, to the best of my knowledge, no Default (as defined
in the Agreement) under the Agreement exists as of the date of this
Certificate.
· Certified
this _____ day of ______________, 200_
·
·
_________________________________________
Name: ___________________________________
Form
of Compliance Certificate
C-1
